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,@,her$wj6lcic, for additions to this Project, or for comple- tion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Archi- tect. '8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's rights. ARTICLE 9 ARBITRATION between the PaA-116 la this AS;eemeat, atising 0119 04 Or - l• _Ferenee .a_•- A_S and sig -_d 6e made Willi* a FeeseRable tifne aftef the elMm di ._ ARTICLE 10 TERMINATION OF AGREEMENT 10.1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 10.2 This Agreement may be terminated by the Owner upon at least seven days' written notice to the Architect in the event that the Project is permanently abandoned. 10.3 In the event of termination not the fault of the Ar- chitect, the Architect shall be compensated for all services performed to termination date, together with Reimburs- able Expenses then due. 8"Ph 40.4 F. W M UN F F. T I �"" W M9 ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the Architect. 11.2 Terms in this Agreement shall have the same mean- ing as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 11.3 As between the parties to this Agreement: as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not tater than the rele- vant Date of Substantial Completion of the Work, and as to any acts or failures to act occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. 11.4 The Owner and the Architect waive all rights against each other and against the contractors, consult- ants, agents and employees of the other for damages cov- ered by any property insurance during construction as set forth in the edition of AIA Document A201, General Con- ditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate similar waivers from their contractors, consultants and agents. ARTICLE 12 SUCCESSORS AND ASSIGNS 12.1 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representa- tives of such other party with respect to all covenants of this Agreement, Neither the Owner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. ARTICLE 13 EXTENT OF AGREEMENT 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agree- ments, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREWEN1 • 1r+IR1EENUI EOI11ON • JULY 19.1 • AIAO • 01977 8 8141-19" THE AMERICAN INSTItUTE UF ARCHJTECTS, 17JS NEW YORK AVENUE, N.W., WASHINGtON, O.C. 20004 51 PA -53 2 O C i s 01^82, .